M&A: NISSAN MOTOR CO LTD /FI

Form Type: 425

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000095010324018122

Comments: On December 23, 2024, Nissan Motor Co., Ltd. and Honda Motor Co., Ltd. executed a memorandum of understanding regarding a business integration through the establishment of a joint holding company, planned to be realized via a joint share transfer. This strategic partnership aims to leverage each company's resources and capabilities in addressing societal challenges, with a focus on developing environmental and electrification technologies. The integration seeks to enhance global competitiveness by combining management resources, creating synergies, and optimizing operational efficiencies, anticipating sales revenue exceeding JPY 30 trillion and an operating profit of more than JPY 3 trillion after completion. The companies plan to set up an integration preparatory committee to examine synergies, and they intend to list the new holding company on the Prime Market of the Tokyo Stock Exchange by August 2026. Shareholder meetings are scheduled for April 2026 to approve the share transfer, with details on the share allocation to be finalized during the definitive agreement. Potential operational synergies include cost reductions, optimized R&D functions, and enhanced supply chain efficiencies. Both companies aim to maintain their brand identities while working towards a unified operational structure that enables innovation and competitiveness. The proposal also includes an exclusivity clause preventing each company from engaging with third parties regarding competing transactions during negotiations.

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Form Type: 425

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000095010324018152

Comments: Nissan Motor Co., Ltd. has signed a memorandum of understanding (MOU) with Honda Motor Co., Ltd. and Mitsubishi Motors Corporation. This MOU states that the companies will explore Mitsubishi Motors' participation in the business integration initiated by Nissan and Honda through the establishment of a joint holding company. Discussions for this strategic partnership are rooted in a previous MOU signed on August 1, aimed at enhancing collaboration focused on intelligence and electrification. By January 2025, Mitsubishi Motors will decide on its involvement in the integration efforts. Nissan's CEO, Makoto Uchida, emphasized the significance of this collaboration, expecting greater customer value from eventual synergies. Honda's CEO echoed the intent to lead industry change through this integration. Mitsubishi's CEO highlighted the potential for maximizing synergies to leverage collective strengths. The companies may also consider filing a registration statement on Form F-4 with the SEC concerning a potential share transfer related to this integration.

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Form Type: 425

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000095010324018168

Comments: Nissan Motor Co., Ltd., along with Honda Motor Co., Ltd. and Mitsubishi Motors, held a joint press conference on December 23, 2024, to announce the signing of a Memorandum of Understanding (MOU) to discuss potential business integration. This follows previous collaborations and aims to explore deeper synergies between the companies, particularly in areas of electrification and vehicle intelligence. The integration is expected to enhance their competitive edge, contribute to a revenue of over 30 trillion yen, and improve operational efficiencies across various functions. Mitsubishi Motors has indicated its intention to evaluate its participation in this integration by the end of January 2025. The ultimate goal is to establish a holding company that would maintain the individual brands while consolidating various operational aspects for increased efficiency and market competitiveness. A definitive agreement is targeted for June 2025, with hopes for formal incorporation and listing by August 2026. Both Nissan and Honda emphasized the importance of each company solidifying its own foundation before proceeding with integration.

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